Therapeuticsmd Inc SEC Filings

TherapeuticsMD (TXMD)8,500 restricted stock units (RSUs) on November 3, 2025.

Each RSU represents the right to receive one share of common stock and will vest on November 3, 2028. Following the grant, 8,500 derivative securities were beneficially owned on a direct basis.

TherapeuticsMD (TXMD) director Gail K. Naughton reported the acquisition of 8,500 restricted stock units (RSUs) on November 3, 2025, according to a Form 4 filing. Each RSU represents a right to receive one share of common stock. The RSUs carry a stated price of $0 and are scheduled to vest on November 3, 2028.

Following the transaction, 8,500 derivative securities are shown as beneficially owned in direct form. This reflects a standard equity award to a board member and does not involve an immediate cash transaction.

TherapeuticsMD (TXMD) — Form 4 filing: Director Cooper C. Collins reported an award of 8,500 restricted stock units on November 3, 2025. Each RSU represents the right to receive one share of common stock and carries a price of $0.

The RSUs will vest on November 3, 2028. Following this grant, 8,500 derivative securities are reported as beneficially owned, held directly.

TherapeuticsMD (TXMD) reported an insider equity award: Chief Executive Officer Marlan D. Walker filed a Form 4 disclosing the acquisition of 67,492 non-qualified stock options on 11/03/2025.

The options carry an exercise price of $1.15 per share, are exercisable on 11/03/2025, and expire on 11/03/2035. Each option is exercisable for one share of common stock, for a total of 67,492 underlying shares. The filing lists a derivative price of $0, indicating no cash paid for the grant itself.

Following the reported transaction, Walker beneficially owned 67,492 derivative securities, held with direct (D) ownership. The filing notes the underlying shares vested on November 3, 2025.

TherapeuticsMD, Inc. will hold a virtual annual meeting on December 15, 2025 to vote on six items, including an amendment to increase authorized common stock to 640,000,000 shares.

Stockholders will also vote to elect four directors, approve on a non-binding basis the compensation of named executive officers, choose the frequency of future say‑on‑pay votes, and ratify Berkowitz Pollack Brant as independent auditor for 2025. If proxies are returned without instructions, votes will be cast “for” each director nominee, “for” say‑on‑pay, “one year” for say‑on‑frequency, “for” the auditor, and “for” the charter amendment. Brokers may use discretion on the auditor ratification and the charter amendment, which are treated as “routine.”

The meeting is accessible at www.proxydocs.com/TXMD. The record date is October 20, 2025, when 11,574,362 shares of common stock were outstanding. The Board states all four current directors are independent under Nasdaq rules.

TherapeuticsMD, Inc. called a virtual annual meeting for December 15, 2025 at 8:00 a.m. ET to elect four directors and hold advisory votes on executive pay and the frequency of future pay votes, ratify the independent auditor, and consider a major charter change. The company seeks stockholder approval to increase authorized common shares to 640,000,000.

Stockholders of record at the close of business on October 20, 2025 may vote. 11,574,362 shares of common stock were outstanding as of that date. The board recommends “for” on all management proposals, including auditor ratification of Berkowitz Pollack Brant for fiscal year 2025 and an annual say‑on‑pay frequency.

Governance highlights include a fully independent four‑member board, separate Chair and CEO roles, active Audit and Compensation Committees, and policies covering clawbacks, insider trading, and anti‑hedging/pledging. 2024 CEO compensation totaled $759,174, including $500,000 salary and a $250,000 incentive payout.

TherapeuticsMD has transformed into a pharmaceutical royalty company after the December 30, 2022 Mayne Transaction that generated $140.0 million in cash plus approximately $12.1 million for net working capital and $1.0 million in prepaid royalties. Under the Mayne License Agreement Mayne Pharma pays royalties of 8.0% on the first $80.0 million of U.S. annual net sales and 7.5% thereafter, with a $3.0 million minimum annual royalty for 12 years (adjusted 3% annually) and a 20-year royalty term.

For the quarter ended June 30, 2025 TherapeuticsMD reported $952 thousand of license revenue (up from $234 thousand a year earlier) and net income of $551 thousand or $0.05 per share. Cash totaled $6.069 million and royalty receivables were $3.743 million (short-term) and $14.840 million (long-term). The company discloses concentration (100% of license revenue from Mayne, Theramex and Knight), ongoing disputes with Mayne Pharma over net working capital and indemnification that gave rise to litigation, and states substantial doubt about its ability to continue as a going concern for the next twelve months.

TherapeuticsMD, Inc. disclosed that it has issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference into Item 2.02 via Item 7.01. The filing makes clear the material in Item 7.01 and Exhibit 99.1 is furnished, not filed under the Exchange Act and includes an explicit disclaimer that the company has no obligation to publicly update any forward-looking statements. The report lists the press release and an Inline XBRL cover page as exhibits.